Forestar Group Inc. — Director's Dealing 2017

Oct 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Forestar Group Inc. (FOR)
CIK: 0001406587
Period of Report: 2017-10-05

Reporting Person: WEBER PHILLIP J (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-05	Common Stock	D	78945	—	Disposed	0	Direct
2017-10-05	Common Stock	A	8660	—	Acquired	8660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-05	Option (right to buy)	$16.11	D	22130	Disposed	2022-02-14	Common Stock (22130)	Direct
2017-10-05	Option (right to buy)	$14.08	D	25268	Disposed	2025-02-10	Common Stock (25268)	Direct
2017-10-05	Option (right to buy)	$13.43	D	90000	Disposed	2025-09-25	Common Stock (90000)	Direct
2017-10-05	Restricted Share Units	$	D	27132	Disposed		Common Stock (27132)	Direct
2017-10-05	Market Stock Units	$	D	25474	Disposed	2018-02-10	Common Stock (30916)	Direct

Footnotes

F1: Upon the closing of the merger (the "Merger") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 29, 2017, by and among D.R. Horton, Inc., Force Merger Sub, Inc. and Forestar Group Inc. (the "Issuer"), each outstanding share of Issuer common stock ("Common Stock") was cancelled and converted into the right to receive either (i) a cash payment of $17.75 per share (the "Cash Consideration") or (ii) one new share of Common Stock, at the election of the holder and subject to proration. Due to proration, each holder of Common Stock who elected Cash Consideration received the Cash Consideration for 89.030037% of the shares subject to such election (rounded the nearest whole number) and one new share of Common Stock for the remainder of the shares of Common Stock subject to such election.

F2: The Reporting Person elected to receive Cash Consideration in the Merger, which was subject to proration as described in footnote 1.

F3: Pursuant to the Merger Agreement, upon the effectiveness of the Merger, each outstanding Issuer restricted share unit was cancelled and converted into the right to receive an amount of cash equal to the Cash Consideration, and each Issuer option to purchase Common Stock was cancelled and converted into the right to receive an amount of cash equal to the excess, if any, of the Cash Consideration over the exercise price of such option.

F4: Restricted share units accrued under a Company plan to be settled in stock following Reporting Person's retirement. Restricted share units are vested on the date of grant.

F5: Each market stock unit represented a contingent right to receive a variable number of shares of Common Stock based on the percent change in stock price (plus dividends if applicable) during the applicable three-year performance period, as further provided in the applicable award agreement. Pursuant to the Merger Agreement and the terms of the applicable market stock unit award agreement, upon the effectiveness of the Merger, each outstanding market stock unit was cancelled and converted into the right to receive an amount of cash equal to the Cash Consideration payable on 1.213654 shares of Common Stock.